Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On January 14, 2013, IMH Financial Corporation (“Company”)
amended its Bylaws and restated them in full. The amendments are intended, among other things, to provide authority to the Board
of Directors to protect the Company’s net operating loss carryforwards and certain other tax attributes, and include provisions
restricting transfers of the Company's capital stock to 5.0% stockholders or to stockholders who become 5.0% stockholders upon
such transfer.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.2

Amended and Restated Bylaws of IMH Financial Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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